EXHIBIT 99.d5
AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is
made as of the 28th day of April, 2006, by and among AMERICAN CENTURY WORLD
MUTUAL FUNDS, INC. (the "Corporation"), a Maryland corporation, AMERICAN CENTURY
GLOBAL INVESTMENT MANAGEMENT, INC. ("ACGIM"), a Delaware corporation, and
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the "Subadvisor"), a Delaware
corporation.
WITNESSETH:
WHEREAS, the Corporation is an open-end management investment company
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended; and
WHEREAS, ACGIM and Subadvisor are both investment advisors registered with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended; and
WHEREAS, the Corporation has has added two new funds, NT International
Growth Fund and NT Emerging Markets Fund; and
WHEREAS, the Corporation has engaged ACGIM to serve as the investment
manager for each class of each series of shares issued by the Corporation; and
WHEREAS, the Corporation and ACGIM now desire to engage Subadvisor as a
subadvisor for that portion of the assets of the Funds that will be invested in
cash and cash equivalents (the "Cash Portion"), and Subadvisor desires to accept
such engagement; and
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:
1. INVESTMENT DESCRIPTION - APPOINTMENT. Corporation hereby appoints
Subadvisor to provide certain advisory services to the Funds in accordance with
the Funds' Prospectus and Statement of Additional Information as in effect and
as amended from time to time, in such manner and to such extent as may be
approved by the Board of Directors of Corporation. Corporation agrees to provide
Subadvisor copies of all amendments to the Funds' Prospectus and Statement of
Additional Information on an ongoing basis. Subadvisor hereby accepts the
appointment and agrees to furnish the services described herein.
2. SERVICES AS INVESTMENT SUBADVISOR.
(a) Subject to the general supervision of the Board of Directors of
Corporation, and of ACGIM, Subadvisor will (i) act in conformity with the Funds'
Prospectus and Statement of Additional Information, the Investment Company Act
of 1940, the Investment Advisers Act of 1940, the Internal Revenue Code and all
other applicable federal and state laws and regulations, as the same may from
time to time be amended; (ii) make investment decisions regarding the Cash
Portion of the Funds in accordance with the Funds' investment objective and
policies as stated in the Funds' Prospectus and Statement of Additional
Information and with such written guidelines as ACGIM may from time to time
provide to Subadvisor; (iii) place purchase and sale orders on behalf of the
Funds; and (iv) maintain books and records with respect to the securities
transactions of the Funds and furnish the Corporation's Board of Directors such
periodic, regular and special reports as the Board may request.
(b) In providing those services, Subadvisor will supervise the Funds' Cash
Portion and conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Cash Portion of the Funds' assets. In
addition, Subadvisor will furnish the Corporation or ACGIM whatever information,
including statistical data, the Corporation or ACGIM may reasonably request with
respect to the instruments that the Funds may hold or contemplate purchasing.
(c) Subadvisor will at all times comply with the policies adopted by the
Corporation's Board of Directors of which it has received written notice. If
Subadvisor believes that a change in any of such policies shall be advisable, it
shall recommend such change to ACGIM and the Board of Directors of the
Corporation. Any change to any such policies whether suggested by Subadvisor or
not shall be approved by the Corporation's Board of Directors prior to the
implementation of such change, and Subadvisor will be given reasonable notice of
the anticipated change.
3. BROKERAGE.
(a) In executing transactions for the Funds and selecting brokers or
dealers, Subadvisor will seek to obtain the best net price and execution
available and shall execute or direct the execution of all such transactions as
permitted by law and in a manner that is consistent with its fiduciary
obligations to the Funds and its other clients. In assessing the best net price
and execution available for any Funds transaction, Subadvisor will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. Consistent
with this obligation, when the execution and net price offered by two or more
brokers or dealers are comparable, Subadvisor may, at its discretion, execute
transactions with brokers and dealers who provide the Funds and/or other
accounts over which Subadvisor exercises investment discretion with research
advice and other services, but in all instances best net price and execution
shall control. Subadvisor is authorized to place purchase and sale orders for
the Funds with brokers and/or dealers subject to the supervision of ACGIM and
the Board of
2
Directors of the Corporation and in accordance with the limitations set forth in
the registration statement for the Funds shares then in effect.
(b) On occasions when Subadvisor deems the purchase or sale of a security
to be in the best interest of the Funds as well as one or more of its other
clients, Subadvisor may to the extent permitted by applicable law, but shall not
be obligated to, aggregate the securities to be sold or purchased with those of
its other clients. In such event, allocation of the securities so purchased or
sold will be made by Subadvisor in a manner it considers to be equitable and
consistent with its fiduciary obligations to the Corporation and to such other
clients. The Corporation recognizes that, in some cases, this procedure may
limit the size of the position that may be acquired or sold for the Funds.
4. INFORMATION PROVIDED TO CORPORATION.
(a) Subadvisor will keep the Corporation and ACGIM informed of developments
materially affecting the Cash Portion of the Funds and will take initiative to
furnish the Corporation and ACGIM on at least quarterly basis with whatever
information Subadvisor and ACGIM believe is appropriate for this purpose. Such
regular quarterly reports shall include information reasonably requested by the
Corporation's Board of Directors from time to time.
(b) Subadvisor will provide the Corporation and ACGIM with such investment
records, ledgers, accounting and statistical data, and other information as the
Corporation and ACGIM require for the preparation of registration statements,
periodic and other reports and other documents required by federal and state
laws and regulations, and particularly as may be required for the periodic
review, renewal, amendment or termination of this Agreement, and such additional
documents and information as the Corporation and ACGIM may reasonably request
for the management of their affairs. Subadvisor understands that the Funds and
ACGIM will rely on such information in the preparation of the Corporation's
registration statement, the Funds' financial statements, and any such reports,
and hereby covenants that any such information derived from the investment
records, ledgers and accounting records maintained by Subadvisor shall be true
and complete in all material respects.
(c) At the request of the Board of Directors, a representative of
Subadvisor shall attend meetings of the Board of Directors to make a
presentation on the Funds' performance and such other matters as the Board of
Directors, Subadvisor and ACGIM believe is appropriate.
(d) Subadvisor shall furnish to regulatory authorities any information or
reports in connection with such services as may be lawfully requested.
Subadvisor shall also, at the Corporation's request, certify to the
Corporation's independent auditors that sales or purchases aggregated with those
of other clients of Subadvisor, as described in Section 3 above, were allocated
in a manner it considers to be equitable.
(e) In compliance with the requirements of the Investment Company Act,
Subadvisor hereby agrees that all records that it maintains for the Funds are
the property of the Corporation and further agrees to surrender to the
Corporation promptly upon the Corporation's request any
3
of such records. In addition, Subadvisor agrees to cooperate with the
Corporation and ACGIM when either of them is being examined by any regulatory
authorities, and specifically agrees to promptly comply with any request by such
authorities to provide information or records. Subadvisor further agrees to
preserve for the periods of time prescribed by the Investment Company Act of
1940 and the Investment Advisers Act of 1940 the records required to be
maintained thereunder.
(f) Subadvisor will be responsible for voting all of the Funds' investment
securities.
5. FUTURES AND OPTIONS. Subadvisor's investment authority shall include the
authority to purchase, sell, cover open positions, and generally to deal in
financial futures contracts and options thereon. Subadvisor will (a) open and
maintain brokerage accounts for financial futures and options (such accounts
hereinafter referred to as "Brokerage Accounts") on behalf of and in the name of
the Funds, and (b) execute, for and on behalf of the Brokerage Accounts,
standard customer agreements with a broker or brokers. Subadvisor may, using
such of the securities and other property in the Brokerage Accounts as
Subadvisor deems necessary or desirable, direct the custodian to deposit on
behalf of the Funds, original and maintenance brokerage deposits and other
direct payments of cash, cash equivalents, and securities and other property
into such Brokerage Accounts and to such brokers as Subadvisor deems
appropriate. The Funds represents and warrants that it is a "qualified eligible
client" within the meaning of the CFTC Regulations Section 4.7 and, as such,
consents to treat the Funds in accordance with the exemption contained in CFTC
Regulations Section 4.7(b).
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION
("CFTC") IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE
ADEQUACY OR ACCURACY OF THE COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY,
THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS DOCUMENT.
6. CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential all information provided by a party to the others
regarding such party's business and operations, including without limitation the
investment activities, holdings, or identities of shareholders of the Funds. All
confidential information provided by a party hereto shall be used by any other
parties hereto solely for the purposes of rendering services pursuant to this
Agreement and, except as may be required in carrying out the terms of this
Agreement, shall not be disclosed to any third party without the prior consent
of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or which thereafter becomes
publicly available other than in contravention of this paragraph. The foregoing
also shall not apply to any information which is required to be disclosed by any
regulatory authority in the lawful and appropriate exercise of its jurisdiction
over a party, by any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable law or
4
regulation; provided, however, that the disclosing party shall provide
reasonable notice to the other parties hereto prior to any such disclosure.
7. LIABILITY AND INDEMNIFICATION.
(a) Subadvisor shall be responsible for the exercise of reasonable care in
carrying out its responsibilities hereunder; provided, however, that no
provision of this Agreement be construed to protect any trustee, director,
officer, agent or employee of Subadvisor or an affiliate from liability by
reason of gross negligence, willful malfeasance, bad faith in the performance of
such person's duties hereunder or by reason of reckless disregard of obligations
and duties hereunder. Notwithstanding any other provision of this Agreement, no
party shall be liable for any actions or omissions taken or made pursuant to
this Agreement unless such actions or omissions result from gross negligence,
willful malfeasance, or bad faith in the performance of such party's duties or
by reason of reckless disregard of obligations and duties hereunder.
(b) ACGIM agrees to indemnify and hold harmless Subadvisor and its
officers, directors, employees, agents, affiliates and each person, if any, who
controls Subadvisor within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this Section 7(b))
against any losses, claims, expenses, damages or liabilities (including amounts
paid in settlement thereof) or litigation expenses (including legal and other
expenses) (collectively, "Losses"), to which the Indemnified Parties may become
subject, insofar as such Losses result from gross negligence, willful
malfeasance or bad faith in the performance by the Corporation or ACGIM of its
respective duties hereunder or reckless disregard by the Corporation or ACGIM of
its respective duties hereunder. ACGIM will reimburse any legal or other
expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. ACGIM shall not be liable for
indemnification hereunder if such Losses are attributable to the gross
negligence, willful malfeasance or bad faith of Subadvisor in performing its
obligations under this Agreement. ACGIM shall not be liable for special,
consequential or incidental damages.
(c) Subadvisor agrees to indemnify and hold harmless ACGIM and the
Corporation, and their respective officers, directors, employees, agents,
affiliates and each person, if any, who controls ACGIM or the Corporation within
the meaning of the Securities Act of 1933 (collectively, the "Indemnified
Parties" for purposes of this Section 7(c)) against any Losses to which the
Indemnified Parties may become subject, insofar as such Losses result from gross
negligence, willful malfeasance, or bad faith in performance by Subadvisor or
its affiliates of their duties hereunder or reckless disregard by Subadvisor or
its affiliates of their duties hereunder. Subadvisor will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. Subadvisor shall not be liable for
indemnification hereunder if such Losses are attributable to the gross
negligence, willful malfeasance or bad faith of ACGIM or the Corporation in
performing their obligations under this Agreement. Subadvisor shall not be
liable for special, consequential or incidental damages.
(d) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement
5
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 7, except to the extent the indemnifying party shall have
been prejudiced thereby. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish to, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(e) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
8. COMPENSATION.
(a) In consideration of the services rendered pursuant to this Agreement,
ACGIM will pay Subadvisor a per annum management fee (the "Applicable Fee") as
set forth on SCHEDULE A.
(b) On the first business day of each month, ACGIM shall pay Subadvisor the
Applicable Fee for the previous month. The fee for the previous month shall be
calculated by multiplying the Applicable Fee for the Funds by the Cash Portion
of the aggregate average daily closing value of the net assets of all classes of
the Funds during the previous month, and further multiplying that product by a
fraction, the numerator of which shall be the number of days in the previous
month, and the denominator of which shall be 365 (366 in leap years).
(c) In the event that the Board of Directors of the Corporation shall
determine to issue any additional series of shares for which it is proposed that
Subadvisor serve as investment manager, and for which Subadvisor desires to so
serve, the Corporation, ACGIM and Subadvisor shall enter into an Addendum to
this Agreement setting forth the name of the series, the Applicable Fee, if any,
and such other terms and conditions as are applicable to the management of such
series of shares.
(d) Subadvisor shall have no right to obtain compensation directly from the
Funds or the Corporation for services provided hereunder and agrees to look
solely to ACGIM for payment of fees due. Upon termination of this Agreement
before the end of a month, or in the event the Agreement begins after the
beginning of the month, the fee for that month shall be prorated according to
the proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
6
9. EXPENSES. Subadvisor will bear all of its expenses in connection with
the performance of its services under this Agreement, which expenses shall not
include brokerage fees or commissions in connection with the execution of
securities transactions.
10. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Corporation understands
that Subadvisor or its affiliates now acts and will continue to act as
investment advisor to other clients and the Corporation has no objection to
Subadvisor so acting. In addition, the Corporation understands that the persons
employed by Subadvisor to assist in the performance of Subadvisor's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of Subadvisor or any
affiliate of Subadvisor to engage in and devote time and attention to other
business or to render services of whatever kind or nature. Further, from time to
time, Subadvisor may refer or introduce certain institutional investors and
existing clients of Subadvisor and its affiliates to the Corporation. The
Corporation understands that nothing herein shall be deemed to limit or restrict
the right of Subadvisor, in the event Subadvisor's clients purchase shares of
the Corporation, to subsequently suggest or induce such clients to redeem such
shares and open a separate advisory account with Subadvisor.
11. TERM OF AGREEMENT. This Agreement shall become effective as of the date
first written above and shall continue until January 1, 2007 and thereafter so
long as such continuance is specifically approved at least annually by (i) the
Board of Directors of the Corporation or (ii) a vote of a majority of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not interested
persons (as defined in the Investment Company Act) of any party to this
Agreement, by a vote cast at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty on 60 days' written
notice by (i) the Board of Directors of the Corporation, (ii) by vote of holders
of a majority of the Funds' shares, (iii) by ACGIM, or (iv) by Subadvisor, and
will terminate automatically upon any termination of the investment management
agreement between the Corporation and ACGIM. This Agreement will terminate
automatically in the event of its assignment. Subadvisor agrees to notify the
Corporation of any circumstances that might result in this Agreement being
deemed to be assigned.
12. REPRESENTATIONS OF ACGIM, SUBADVISOR AND CORPORATION.
(a) ACGIM and Subadvisor each hereby represents that it is registered as an
investment advisor under the Investment Advisers Act of 1940, that it will use
its reasonable best efforts to maintain such registration, and that it will
promptly notify the other if it ceases to be so registered, if its registration
is suspended for any reason, or if it is notified by any regulatory organization
or court of competent jurisdiction that it should show cause why its
registration should not be suspended or terminated. ACGIM and Subadvisor each
further represents that it is registered under the laws of all jurisdictions in
which the conduct of its business hereunder requires such registration.
(b) The Corporation and ACGIM represent and warrant that (i) the
appointment of Subadvisor has been duly authorized; and (ii) each of them has
full power and authority to
7
execute and deliver this Agreement and to perform the services contemplated
hereunder, and such execution, delivery and performance will not cause either to
be in violation of its Articles of Incorporation, Bylaws, or any material laws.
(c) Subadvisor represents and warrants that (i) its service as subadvisor
hereunder has been duly authorized; (ii) it has full power and authority to
execute and deliver this Agreement and to perform the services contemplated
hereunder, and such execution, delivery and performance will not cause it to be
in violation of its organizational documents, its Bylaws or material laws; (iii)
it will at all times in the performance of its duties hereunder act in
conformity with the provisions of the Investment Company Act of 1940, the
Investment Advisers Act of 1940, the Internal Revenue Code and all other
applicable federal and state laws and regulations, as the same may be amended
from time to time; and (iv) it has all controls necessary to perform its
obligations under and comply with the representations and warranties it made in
this Agreement.
13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
14. LIMITATION OF LIABILITY. This Agreement has been executed on behalf of
the Corporation by the undersigned officer of the Corporation solely in his
capacity as an officer of the Corporation.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter described herein.
16. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
Subadvisor is and shall be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Corporation or ACGIM in any way, or otherwise be deemed to be an
agent of the Corporation or ACGIM.
17. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or similar authority, the remainder of
this Agreement shall not be affected thereby.
18. NOTICES. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopy, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
each party's address of record. Any notice, demand or other communication given
in a manner prescribed in this Section shall be deemed to have been delivered on
receipt.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first written
above.
8
"CORPORATION" "ACGIM"
AMERICAN CENTURY WORLD AMERICAN CENTURY GLOBAL
MUTUAL FUNDS, INC. INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President Title: Senior Vice President
"SUBADVISOR"
AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
9
SCHEDULE A
MANAGEMENT OF CASH PORTION OF THE FUNDS
------------------------------------------------ -------------------------------
NAME OF SERIES APPLICABLE FEE
------------------------------------------------ -------------------------------
Global Growth Fund 0.45%
------------------------------------------------ -------------------------------
International Opportunities Fund 0.45%
------------------------------------------------ -------------------------------
International Discovery Fund 0.45%
------------------------------------------------ -------------------------------
International Growth Fund 0.45%
------------------------------------------------ -------------------------------
Emerging Markets Fund 0.45%
------------------------------------------------ -------------------------------
Life Sciences Fund 0.45%
------------------------------------------------ -------------------------------
International Stock Fund 0.45%
------------------------------------------------ -------------------------------
International Value Fund 0.45%
------------------------------------------------ -------------------------------
NT Emerging Markets Fund 0.45%
------------------------------------------------ -------------------------------
NT International Growth Fund 0.45%
------------------------------------------------ -------------------------------
10
